8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 27, 2004

Date of Report (Date of earliest event reported)

BRILLIAN CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	000-50289	05-0567906
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 N. DESERT DRIVE
TEMPE, ARIZONA
85281

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8888

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.      Results of Operations and Financial Condition.

     The registrant is furnishing this Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on October 27, 2004.

     The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

     The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

     The text included with this Report is available on the registrant’s website located at www.brilliancorp.com, although the registrant reserves the right to discontinue that availability at any time.

Item 9.01.      Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits.

Exhibit
Number
99.1	Press release from Brillian Corporation, dated October 27, 2004, entitled “Brillian Corporation Reports Results for the Third Quarter”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRILLIAN CORPORATION
Date: October 27, 2004	By:	/s/ Wayne A. Pratt
		Wayne A. Pratt
		Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press release from Brillian Corporation, dated October 27, 2004, entitled “Brillian Corporation Reports Results for the Third Quarter.”

EX-99.1

For information contact:
Wayne Pratt
Vice President, Chief Financial Officer
Brillian Corporation
(602) 389-8797
wayne.pratt@brilliancorp.com

BRILLIAN CORPORATION REPORTS RESULTS FOR THE THIRD QUARTER

TEMPE, ARIZ., October 27, 2004 - Brillian Corporation (Nasdaq: BRLC), a designer and developer of rear-projection, high-definition televisions based on its proprietary liquid crystal on silicon (LCoS^TM) microdisplays, today announced its financial results for the third quarter ended September 30, 2004.

For the quarter ended September 30, 2004, Brillian reported revenue of $733,000, up 4% from the year-ago quarter. Year-to-date revenue was $2.3 million, up 28% from the first nine months of 2003. Net loss for the quarter was $6.3 million compared with a net loss of $4.5 million in the third quarter of 2003. Net loss for the first nine months of 2004 was $16.6 million compared with a net loss of $13.8 million for the first nine months of 2003. Net loss per share was $0.91 for the third quarter of 2004 compared with $0.84 for the third quarter of 2003. For the first nine months of 2004, net loss per share was $2.69 compared with $2.59 for the first nine months of 2003. Bookings for the second quarter of 2004 totaled $1.1 million.

Brillian ended the quarter with cash, cash equivalents and short-term investments of $10 million, working capital of $12.5 million, stockholders’ equity of $34.9 million, and no debt.

“As we discussed in previous announcements, our ability to produce HDTVs has been limited by our ability to obtain sufficient volume of light engines from our supplier, JDS Uniphase” said Vincent F. Sollitto, Jr., President and CEO of Brillian. “JDS Uniphase had previously been working on a plan to re-commence production in early October. However, we have been informed by JDS Uniphase that the problems are more significant than had been anticipated and, therefore, they will be unable to start volume production until the second quarter of 2005. Over the past two weeks, Brillian and JDS Uniphase have discussed ways to mitigate both the interim production issue and the consequences of that issue for Brillian. As of today, we are still discussing various strategies and are optimistic that we will be able to reach a mutually acceptable agreement.”

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

Brillian will host a conference call today, October 27, to discuss its third quarter financial results and future outlook. The conference call may include forward-looking statements. The call will be Web cast and is scheduled to begin at 5:00 p.m. Eastern Time (2:00 p.m. Pacific). The live audio broadcast and replay of the conference call can be accessed on Brillian’s Web site at www.brilliancorp.com under the Investor Relations section. Brillian will maintain an audio replay of this conference call on its Web site through the fourth quarter of 2004. No other audio replay will be available.

About Brillian Corporation
Brillian Corporation designs and develops rear-projection HDTVs targeted at retailers and end user customers looking for breakthrough performance and image quality that sets a benchmark in HDTV price/performance. The company is the first and only provider of LCoS^TM Gen II technology used in these products. In addition to its high-definition televisions, Brillian also offers a broad line of LCoS^TM microdisplay products and subsystems that original equipment manufacturers (OEMs) integrate into proprietary HDTV products, multimedia projectors, and near-to-eye products such as monocular and binocular headsets. Brillian’s LCoS^TM Gen I and LCoS^TM Gen II microdisplay technologies address the market demand for a high-performance display solution with high image fidelity, high-resolution scalability, and high contrast ratios. The company’s website is www.brilliancorp.com.

Brillian is a registered trademark and LCoS is a trademark of Brillian Corporation. All other trademarks are the property of their respective owners.

Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and Brillian intends that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include expectations regarding the company’s manufacturing plans. Brillian cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include (a) the ability of Brillian’s suppliers to fulfill production requirements and delivery schedules, (b) changes in markets for the company’s products; (c) changes in the market for customer’s products; (d) the failure of Brillian products to deliver commercially acceptable performance; (e) the ability of Brillian’s management, individually or collectively, to guide the company in a successful manner; and (f) other risks as detailed in Brillian’s Annual Report on Form 10-K.

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

BRILLIAN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2004			2003			2004			2003
Total net sales	$	733		$	703		$	2,345		$	1,834
Costs and Expenses:
Cost of sales		4,369			2,376			9,406			7,194
Selling, general, and administrative		508			1,169			2,701			3,434
Research and development		2,225			1,814			6,783			5,211
		7,102			5,359			18,890			15,839
Operating loss		(6,369	)		(4,656	)		(16,545	)		(14,005	)
Other Income (Expense):
Loss on investment in start-up company		—			—			(131	)		—
Interest, net		47			14			114			14
Loss before income taxes		(6,322	)		(4,642	)		(16,562	)		(13,991	)
Benefit from income taxes		—			160			—			160
Net Loss	$	(6,322	)	$	(4,482	)	$	(16,562	)	$	(13,831	)
Loss per Common Share:
Basic and diluted	$	(0.91	)	$	(0.84	)	$	(2.69	)	$	(2.59	)
Weighted Average Number of Common Shares:
Basic and diluted		6,931			5,333			6,168			5,333

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com

BRILLIAN CORPORATION
CONDENSED BALANCE SHEETS
(unaudited)
(in thousands)

	SEPTEMBER 30,			DECEMBER 31,
	2004			2003
ASSETS
Current Assets:
Cash, cash equivalents, and short-term investments	$	10,029		$	14,417
Accounts receivable, net		709			447
Inventories		4,859			2,735
Other current assets		667			828
Total current assets		16,264			18,427
Property, plant, and equipment, net		7,431			6,267
Intangibles, net		8,756			8,768
Other investments		6,200			6,331
	$	38,651		$	39,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,382		$	457
Accrued compensation		516			84
Accrued liabilities		761			676
Deferred revenue		129			21
Total current liabilities		3,788			1,238
Commitments and Contingencies
Stockholders’ Equity:
Common stock		7			5
Additional paid-in capital		58,007			45,708
Deferred stock compensation		(696	)		(1,265	)
Accumulated deficit		(22,455	)		(5,893	)
Total stockholders’ equity		34,863			38,555
	$	38,651		$	39,793

Corporate Headquarters 1600 N. Desert Drive, Tempe, AZ 85281 Tel 602.389.8888 Fax 602.389.8801 www.brilliancorp.com